Fischer Medical Ventures Ltd Directors Report

2. CORPORATE RESTRUCTURING: There were no major corporate restructuring activities undertaken during the financial year 2024-25.

3. NATURE OF BUSINESS:

Fischer Medical Ventures Ltd. (FMVL) operates in the medical devices sector with a focus on radiology equipment and preventive healthcare solutions. It is the first Indian company to indigenously manufacture advanced MRI systems

ANNUAL REPORT 2024-25 at its facility in the Andhra Pradesh MedTech Zone, Visakhapatnam. FMVLs core segments include high-end MRI manufacturing and preventive health solutions delivered through innovative equipment and digital platforms. Its offerings comprise health kiosks covering 60+ parameters, along with specialized tools for eye, oral, mental, womens, and cardio-respiratory health—enhancing early detection and enabling accessible, affordable healthcare.

4. INDUSTRY SCENARIO:

In 2024, the global MRI systems market continues its strong growth trajectory, driven by the rising prevalence of chronic diseases, an aging population, and ongoing technological advancements. Valued at over USD 7.5 billion, the segment is expanding as MRI finds broader clinical applications worldwide. In India, demand is accelerating on the back of government initiatives to modernize healthcare, investments in infrastructure, and the need for patient-friendly diagnostic solutions.

Alongside imaging, the preventive healthcare sector is also experiencing rapid adoption, fueled by growing awareness, corporate wellness programs, and the integration of digital health platforms. Health kiosks, point-of-care diagnostics, and affordable screening tools are increasingly enabling early detection and proactive management of health risks.

With its dual focus on advanced MRI manufacturing and preventive healthcare solutions, FMVL is well positioned to capitalize on these industry dynamics by delivering accessible, affordable, and innovative healthcare technologies across India.

5. FINANACIAL PERFORMANCE: Standalone Financials

During the Financial Year under review your Company has recorded a Total Revenue of Rs.521.97 Lakhs (Previous Year Rs. 1152.83 Lakhs). The Profit before Finance Cost, tax and Depreciation is Rs. 121.97 Lakhs. Profit before Tax is Rs.96.08 Lakhs. After Tax, the Profit is Rs. 66.32 Lakhs.

For the Financial year ended 31.03.2025, your Company has Consolidated financials with its Wholly owned Subsidiary – Time Medical International Ventures (India) Private Limited and FlynnCare Health Innovations Private Limited and other Subsidiaries in India- Wondertech Medical Solutions Private Limited and Nanyang Biologics

(India) Private Limited and Foreign subsidiaries- FMV International Ventures PTE Ltd, FMV HealthCare PTE Ltd and Fischer Hospitality Sdn. Bhd.

Your Companys consolidated total revenue for the Financial Year under review stood at Rs. 11,069.87 Lakhs as against Rs. 2,098.13 lakhs in the previous financial year.

6. SUBSIDIARY COMPANIES

The Company has two Wholly-Owned Indian Subsidiaries, namely Time Medical International Ventures (India) Private Limited and Flynncare Health Innovations Private Limited. Both of these entities are unlisted and qualify as Material Subsidiaries in accordance with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In addition to the above, the Company has incorporated two new Indian entities during the year:

• Wondertech Medical Solutions Private Limited, incorporated on 13th November 2024, and

• Nanyang Biologics (India) Private Limited, incorporated on 14th February 2025.

• The Company holds a 51% equity stake in each of these companies, thereby establishing them as Subsidiaries.

Further, the Company has expanded its international presence with the incorporation of the following wholly-owned subsidiaries in Singapore both incorporated on 26th August 2024.

• FMV International Ventures PTE Ltd, and

• FMV HealthCare PTE Ltd.

Additionally, the Company holds a 60% stake in Fischer Hospitality Sdn. Bhd, Malaysia, making it a subsidiary of the Company. As on 31st March 2025, the Company does not have any Associate Company within the meaning of applicable provisions under the

Companies Act, 2013 and SEBI Listing Regulations.

A Statement containing Salient Features of the Financial Statements of the Subsidiary Companies in Form – AOC – 1 is annexed hereto as

Time Medical International Ventures (India) Pvt Ltd is an innovator in the medical diagnostic imaging industry aiming to bring advanced, accessible, and affordable imaging to all populations. With paradigm- shifting technologies, TMIV developed advanced medical imaging systems and cost-effective service solutions to meet emerging global healthcare needs.

TMIV manufacturing plant in Andhra Pradesh MedTech Zone (AMTZ) Vishakhapatnam, focuses on developing advance MRI systems for India.

This company is first Indian Company to receive CDSCO license.

With the Indian government placing healthcare as the priority and India being the fastest growing market for medical device industry in Asia-Pacific, Time Medical is now poised to be the company of choice for the needs of the worlds highest population & the 3rd largest market in medical imaging.

TMIV Wholly owned subsidiary of the Company, recorded revenue of INR 8,120.45 Lakhs in 2024- 25 against INR 2,162.34 Lakhs, in the previous year. Profit/(Loss) before tax was INR 116.60 Lakhs (Previous year: INR (106.11) Lakhs.)

Flynncare Health Innovations Private Limited was incorporated on 29th July 2024 as wholly owned subsidiary of Fischer Medical Ventures Limited. The Company leverages digital health technologies to deliver equitable and end-to-end healthcare solutions. Through its Digital Hospital platform, Community Care solutions, and integrated screening and diagnostics. Its human-centered design, customized workflows, and data-driven insights enhance connectivity between patients and providers, improving healthcare access, experience, and outcomes across communities. FlynnCare recorded revenue of INR 2742.46 Lakhs in 2024- 25, Profit/(Loss) before tax was INR 171.72 Lakhs

Wondertech Medical Solutions Pvt. Ltd., incorporated on 13th November 2024 develops AI and ML-based platforms for diagnosing mental health conditions. Its solutions include predictive analytics, empowering healthcare professionals and individuals with early detection, monitoring, and targeted interventions to improve mental well-being and accessibility to mental health care.

The Company has not commenced commercial business in the FY 2024-25 and hence there were no significant transactions in the year.

Nanyang Biologics (India) Pvt. Ltd., incorporated on 14th February 2025 is engaged in the manufacturing, marketing, and distribution of nutraceuticals, dietary supplements, functional foods, and herbal products that support human health and wellness. The company also focuses on research and innovation, developing advanced formulations and ingredients aimed at disease prevention and holistic well-being.

The Company has not commenced commercial business in the FY 2024-25 and hence there were no significant transactions in the year.

Fischer Hospitality Sdn. Bhd. is a Malaysian private limited company incorporated in September 2024 and based in Melaka. It operates as an investment holding entity, focusing on managing and overseeing investments in the healthcare and medical technology sectors. The company aims to support Fischer Medical Ventures Limited in expanding its footprint in Southeast Asia by facilitating collaborations, strategic partnerships, and growth opportunities in healthcare services and medtech innovation.

The Company has not commenced commercial business in the FY 2024-25 and hence there were no significant transactions in the year.

FMV Healthcare Pte. Ltd. is a Singapore-based private limited company incorporated on August 26, 2024. It operates within the medical technology sector, focusing on medical research and clinical diagnostic instruments and supplies, including reagents. Additionally, the company is involved in the wholesale of medical, professional, scientific, and precision equipment. The incorporation of FMV Healthcare Pte. Ltd. aligns with FMVLs strategic expansion into the Southeast Asian medical technology market. The companys activities are in line with Singapores growing emphasis on biomedical sciences and healthcare innovation. By establishing a presence in Singapore, FMV Healthcare Pte. Ltd. aims to leverage the countrys robust infrastructure and regulatory environment to advance its objectives in the medical technology sector.

FMV International Ventures Pte. Ltd. is a Singapore-based private limited company incorporated on August 26, 2024. It is a wholly owned subsidiary of Fischer Medical Ventures Limited, established to drive the Groups strategic expansion in Southeast Asia. The company is engaged in wholesale trade and distribution, with a focus on medical, scientific, and precision equipment.

Through this entity, Fischer Medical Ventures aims to strengthen its regional presence, build international partnerships, and enhance access to advanced healthcare technologies across key Southeast Asian markets.

The Company has not commenced commercial business in the FY 2024-25 and hence there were no significant transactions in the year.

7. DIVIDEND:

Taking into consideration the financial position of the Company and its long-term growth objectives, the Board declared a dividend of 0.5% of the face value per equity share for the financial year 2024–25.

The Board which met on 28th July 2025 has approved the split of shares from One share of face value Rs. 10 to Ten equity shares of face value Re. 1 each. The record date for the same is fixed date on 12th September 2025. Accordingly, the dividend will be paid at 0.5% on the revised face value of the equity shares.

No dividend was declared in the previous financial year. The current years dividend reflects the Companys cautious yet positive outlook, while also acknowledging shareholder support.

8. NON-CONVERTIBLE DEBENTURES

There are no Non-Convertible Debentures outstanding as on 31st March 2025.

9. DEPOSITS

The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 and as such no amount of principal and interest were outstanding as on 31st March 2025.

In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation 34(2) (c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash flow statement for the financial year ended 31st March, 2025 forms part of this Annual Report.

The Paid up Equity Share Capital of the Company as on 31st March 2025 was Rs. 6,380.1547 Lakhs consisting of Rs. 638.01547 Lakhs Equity shares of Face value Rs.10/- each fully paid up. During the financial year 2024-25, your Company has issued and allotted 1,03,01,547 Shares of the Face Value Rs.10/ on preferential basis.

The total Reserves and Surplus stood at Rs. 24,166.26 Lakhs as on 31/03/2025 as against Rs. 2,530.79 Lakhs as on 31/03/2024.

Cash and Cash Equivalents as at 31st March 2025 were INR 28.71 Lakhs. In addition, Company has investments in Fixed Deposits for INR 1,890.13 Lakhs and Investment in Subsidiaries is INR 29,053.31 Lakhs. The Company continues to focus on judicious management of its working capital. The Company has taken many steps during the year to improve the working capital turns. The working capital parameters were kept under strict check through continuous monitoring.

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position, have occurred between the end of the financial year of the Company and date of this report.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

Adequate internal control systems commensurate with the nature of the Companys business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future. There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

As per Section 186 of the Companies Act, 2013, details of the loans, guarantees and investments made during the FY 2024-25 are given below: The aforesaid loans and investments are in compliance with Section 186 of the Companies Act, 2013 and used for the business activities by the respective company.

Further details form part of the Notes to the financial statements provided in this Annual Report.

All the transactions/ contracts/ arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party(ies) are in ordinary course of business and on arms length.

Kindly refer the financial statements for the transactions with related parties entered during the year under review.

The Company has not issued any equity shares with

differential rights during the year under review and

hence no information as per provisions of Rule 4(4)

of the Companies (Share Capital and Debenture)

Rules, 2014 is furnished.

The Company has not issued any sweat

equity shares during the year under review

and hence no information as per provisions

of Rule 8(13) of the Companies (Share Capital

and Debenture) Rules, 2014 is furnished.

During the year under review there were no

instances of grant, vest, exercise, or lapse/

cancellation of employee stock option scheme

under the Employee Stock Option Scheme of the

Company. Also, as at the beginning of the year,

there were no outstanding options granted. Hence,

no disclosure in terms of Companies (Share Capital

and Debenture) Rules, 2014 and SEBI (Employee

Share Based Employee Benefits) Regulations 2014

are required.

There are no shares held by trustees for the benefit

of employees and hence no disclosure under

Rule 16(4) of the Companies (Share Capital and

Debentures) Rules, 2014 has been furnished.

Pursuant to Section 152(6)(c) of Companies

Act, 2013, Mr. Ravindran Govindan, Managing

Director of the Company who retires by rotation and being eligible for reappointment, offers himself for re-appointment as a Director of the Company and the same is being placed before the 32nd Annual General Meeting for approval of shareholders of the Company.

2. Change In Key Managerial Personnel

During the financial year 2024-2025, Mr. Deepak Vyas, stepped down as Company Secretary with effect from 13th August 2024 and Mr. AravindKumar V was appointed as the Company Secretary from 14th August 2024.

Also, Mr. Dilip Suryakhant Jha stepped down as Chief Financial Officer on 12th November 2024 and Mr. Vivek Balasubramanian was appointed as Chief Financial Officer on 13th November 2024.

3. Change In Independent Directors

During the financial year 2024-2025, Mr. Dilip Suryakhant Jha stepped down on 4th May 2024 and Mr. Khairy Jamaluddin Abu Bakar was appointed as the Independent Director on 4th May 2024.

Mr. Roberto M. Pagdanganan and Dr. Jacob Thomas were appointed on 5th July 2024.

Further, Independent Directors, Mr. Krishna Kumar Om Prakash Dubey stepped down on 13th August 2024 and Ms. Jeena Dineshchandra Suthar stepped down on 25th March 2025. There was no material reason in the resignation of the Independent Directors Ms. Jaya Ankur Singhania was appointed as Independent Director on 26th March 2025.

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

The Board of Directors met 8 (Eight) times during the financial year ended 31st March, 2025 i.e., 4th May 2024, 30th May 2024, 14th August 2024, 13th November 2024, 3rd January 2025, 14th February 2025, 18th February 2025 & 26th March 2025.

The gap between the Board meetings was within the maximum period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as amended and notified from time to time.

Detailed statement of attendance of directors at the Board Meetings and other meeting of all Committees held during the financial year ended 31st March, 2025 are given in the Corporate Governance report which is forming part of this Annual Report.

During the financial year, the following resolutions passed by the Board of Directors, through circulation:

• Noting the order of Regional Director on the change in the Registered Office of the Company from State of Maharashtra to the State of Andhra Pradesh dated 4th December 2024

• Approval for shifting of Corporate office dated 4th December 2024

• Reconstitution of Audit Committee dated 11th February 2024

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (1) of Section 178 of the Companies Act, 2013. Kindly refer section on Corporate Governance, for matters relating to constitution, meetings, functions of the Committee; and the remuneration policy formulated by this Committee.

Pursuant to Section 177 (8) of Companies Act 2013, the Company has constituted an Audit Committee. The particulars of composition of the Audit Committee, meetings held during the year and other particulars have been detailed in the Corporate Governance Report forming part of this Annual Report.

The Audit Committee generally makes certain recommendations to the Board of Directors of the Company during their meetings held to consider any financial results (Unaudited and Audited) and such other matters placed before the Audit Committee as per the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. During the year the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried on the recommendations suggested by the Committee to its satisfaction. Hence, there are no recommendations which were unaccepted by the Board of Directors of the Company during the year under review.

For details of other board committees, kindly refer the section on Corporate Governance.

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company.

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the "Whistle Blower

Policy" as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of Company.

During the year under review, no instances of fraud were reported by the Auditors of the Company.

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders value and providing an optimum risk-reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee, and the Board as a whole shall be evaluated.

During the year under review the said evaluation had been carried out.

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, the Directors of your Company state as follows:

a. that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there were no material departures there-from;

b. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, 31st March 2025 and of the Profit of the Company for that period;

c. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the Directors had prepared the Annual Accounts on a going concern basis;

e. that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The information pursuant to section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are as follows: a. Conservation of energy: Not Applicable. b. Technology absorption: Not Applicable. c. Earnings: 160.96 Lakhs Outgo: Nil

Disclosure with respect to the remuneration of Directors and Employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in "ANNEXURE II attached herewith and forms part of this Report.

A comprehensive discussion and analysis of the outlook of Industry and the financial and operational performance of the Company is contained in the Management Discussion and Analysis Report, annexed hereto as

In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circulars issued from time to time, the Business Responsibility and Sustainability Reporting for the financial year ended March 31, 2025 has been separately furnished in the Annual Report and forms a part of the Annual Report, annexed hereto as

The Company is committed to maintaining high standards of corporate governance. Pursuant to Regulation 34 (3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance along with the Compliance Certificate confirming the compliance of conditions of Corporate Governance given by the Statutory Auditor of the Company is annexed hereto as

Neither of the Managing Director, nor the Whole Time Director of the Company are in receipt of remuneration/ commission from any subsidiary and holding company of the Company.

M/s. Bilimoria Mehta & Co. Chartered Accountants, Mumbai (FRN: 101490W) is the Statutory Auditor of

57 the Company for the Financial Year under review and holds office up to the conclusion of 32nd Annual General Meeting of the Company.

The Statutory Auditor was originally appointed at the 27th Annual General Meeting of the Company held on 22nd December 2020 for a period of five years from the conclusion of 27th Annual General Meeting upto the conclusion of 32nd Annual General Meeting and hereby are reappointed for the period of Five years from the conclusion of 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting subject to ratification by Members at Annual General Meeting.

The Report of the Statutory Auditor on the Financial Statements of the Company is annexed to this Annual Report. There are no qualifications or reservations or observations or adverse remarks or disclaimers in the said Statutory Auditors Report.

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2024-25. Accordingly, such accounts and records are not made and maintained by the Company for the said period.

Pursuant to Section 138 (1) of the Companies Act, 2013, the Company had appointed M/s S. Ramanand Aiyer & Co., Chartered Accountants (FRN: 000990N) as Internal Auditor of the Company to conduct internal audit for the Financial Year 2024 - 2025. The Internal Auditor has submitted his reports to the Audit Committee and Board of Directors of the Company, periodically.

The Board of Directors of the Company, appointed Ms. Nuren Lodaya & Associates, Practising Company Secretaries as the Secretarial Auditor for the period under review and for the period of

five years commencing FY 2025-26 subject to the approval of the Members at Annual General Meeting.

In pursuance of Section 204 of the Companies Act, 2013, the Secretarial Audit Report of the Company, is annexed hereto as ‘ANNEXURE -VI.

The Secretarial Audit Report for the Financial Year 2024 - 25 does not contain any adverse remark, qualification or reservation or disclaimer which requires any explanation / comments by the Board. The Secretarial Audit Report is forming part of this Annual Report.

Pursuant to Section 118 (10) of the Companies Act, 2013, the Company observes Secretarial Standards with respect to General and Board Meetings, prescribed by the Institute of Company Secretaries of India.

The Company adheres to the Accounting Standards as applicable to it and there are no deviations, in this respect.

During the year under review, the focus of the R&D department was on increasing range and new product development in the MRI machine and towards Preventive HealthCare. Procurement cost optimization efforts continued in the year under review and will be accelerated in the coming year.

As part of accreditations and recognition in MRI space, your Companys wholly owned subsidiary Time Medical International Ventures (India) Private Limited has been accredited with ISO 9001:2015 with Certificate No. 09112956A and IS0 13485: 2016 with Certificate No.IN56693H in respect of Design, Development, Manufacturing, Supply, Installation & Servicing of MRI Scanning Machines.

During the year under review, Time Medical International Ventures (India) Limited, Indias first indigenous MRI manufacturer has become the first MRI company in India to receive the CDSCO license for manufacturing and distribution of MRI systems. This achievement supports the Make in India initiative for models like EMMA, PICA, MICA, and QUIN.

Other disclosure as per provisions of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules,2014 are furnished as under:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended March 31, 2025 is available on the website of the Company at https://www. fischermv.com, under the section ‘Investors Annual Returns.

There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.

During the financial year under review, there were no instances of one-time settlement with any bank or financial institution.

For the financial year under review, the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company. As a result, the Company is not required to establish a Corporate Social Responsibility (CSR) Committee or formulate a CSR Policy for this period. Nevertheless, in line with best practices in corporate governance, the Company remains committed to social responsibility and value creation in the broader interest of society. Our Company and its dedicated employees continue to support various meaningful causes, striving to enhance the quality of life within the community. We maintain a strong sense of social responsibility and actively participate in community welfare activities.

Pursuant to Section 124 of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("The Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven consecutive years from the date of transfer of such amount to unpaid dividend account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall also be transferred to the demat account of IEPF Authority.

During this year, no shares / Dividends amounts were liable to be transferred to the IEPF authority.

Subject to the applicable provisions of the Companies Act, 2013, and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

The Company has a policy on prevention of sexual harassment at workplace in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee ("ICC") to redress complaints received regarding sexual harassment has been constituted in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy extends to all employees (permanent, contractual, temporary and trainees). Employees at all levels are being sensitized about the Policy and the remedies available thereunder.

No complaints were received by the ICC during the year under review and no complaint was pending as at the end of the year.

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 3 Female Employees: Nil Transgender Employees: Nil

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

The Company has framed a Code of Conduct for the Board of Directors and Senior Management personnel of the Company. All the Board of Directors and Senior Management personnel have affirmed compliance with the Code of conduct as on 31st March, 2025. The Code of Conduct is available on the Companys website.

As required under Regulation 34(3) and Schedule V (D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a declaration from Mr. Ravindran Govindan, Chairman and Managing Director, to this effect is annexed to the Report on corporate governance which forms part of this Annual Report.

The objective of the Dividend Distribution Policy is to ensure right balance between the quantum of dividend paid and amount of profits to be retained in the business for various purposes. Towards this objective, the following key parameters are considered for declaration of dividend:

1. Internal Factors (Financial Parameters):

• Net Operating Profit after Tax;

• Working Capital Requirements;

• Capital Expenditure Requirements;

• Cash required to meet contingencies;

• Outstanding Borrowings; and

• Past Dividend Trends.

2. External factors:

• Statutory requirements under applicable law for the time being in force; and

• Dividend Payout Ratios of companies in the same Industry.

Your Directors take this opportunity to thank the employees, customers, suppliers, bankers, business partners/ associates, financial institutions and various regulatory authorities for their consistent support/ encouragement to the Company.

Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

Place : Chennai CHAIRMAN & MANAGING DIRECTOR Date : 14/08/2025 DIN: 03137661